Aemetis (NASDAQ: AMTX) sets $80M buyback and boosts CEO-related pay

Rhea-AI Filing Summary

Aemetis, Inc. approved several governance and capital actions. The board’s committee authorized an annual $350,000 guarantee fee to McAfee Capital LLC, wholly owned by Chairman and CEO Eric A. McAfee, for personal guarantees supporting certain credit facilities and debt obligations, continuing the company’s historical practice.

The committee also granted discretionary cash bonuses to key executives, including $200,000 to Mr. McAfee and $125,000 each to three executive vice presidents, with another executive vice president receiving $50,000. Separately, the board authorized a share repurchase program allowing the company to buy back up to $80 million of common stock over time, with purchases made at management’s discretion and no set end date. The company is also holding a special stockholder meeting to vote on charter amendments to change authorized common and preferred share levels.

Insights

Corporate governance and capital allocation analyst

Aemetis combines new buyback authorization with executive-focused arrangements.

Aemetis’ board authorized a share repurchase program for up to $80 million of common stock, to be executed over time at management’s discretion using various transaction methods. This framework permits capital returns without obligating the company to repurchase a specific amount.

The governance committee also approved a recurring $350,000 guarantee fee to McAfee Capital LLC, fully owned by the CEO, for personal guarantees on credit facilities and debt. In addition, it awarded discretionary cash bonuses to several executives, led by a $200,000 bonus for the CEO and $125,000 awards for multiple executive vice presidents.

The filing also references a special stockholder meeting to vote on charter amendments adjusting authorized common and preferred share levels, which is detailed in a previously filed definitive proxy statement dated December 31, 2025. Overall impact on valuation and governance perceptions will depend on future execution of the buyback and outcomes of the charter amendment vote.

8-K Event Classification

3 items: 1.01, 5.02, 8.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2026

Aemetis, Inc.

Exact name of registrant as specified in its charter

Delaware	001-36475	26-1407544
State or other jurisdiction of incorporation	Commission File Number	IRS Employer Identification Number

20400 Stevens Creek Blvd., Suite 700

Cupertino, CA 95014

(408) 213-0940

Registrant's address and telephone number of principal executive office

N/A

Former name or former address, if changed since last report

Common Stock, par value $0.001	AMTX	NASDAQ Global Market
Title of class of registered securities	Trading Symbol	Name of exchange on which registered

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter)

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

On January 22, 2026, the Governance, Compensation and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Aemetis, Inc. (the “Company”) approved the annual payment of a guarantee fee in the amount of $350,000 to McAfee Capital LLC, an entity 100% owned and controlled by Eric A. McAfee, the Company’s Chairman and Chief Executive Officer.

The fee is paid in consideration of personal guarantees provided by Mr. McAfee and his affiliated entity with respect to certain of the Company’s outstanding credit facilities and debt obligations. The Committee determined that the continued provision of such guarantees provides a material benefit to the Company by supporting its financing arrangements. This arrangement is consistent with the Company’s historical practice of providing such guarantee fees on an annual basis.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On January 22, 2026, the Committee approved discretionary cash bonuses for the following executive officers in recognition of their leadership and performance during the prior year: Eric A. McAfee, Chairman and Chief Executive Officer, $200,000; Todd A. Waltz, Executive Vice President and Chief Financial Officer, $125,000; Andrew B. Foster, Executive Vice President, North America, $125,000; J. Michael Rockett, Executive Vice President, General Counsel and Corporate Secretary, $125,000; and Sanjeev Gupta, Executive Vice President, International, $50,000.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the $350,000 guarantee fee to Mr. McAfee’s affiliated entity is incorporated by reference into this Item 5.02 to the extent such fee is deemed to be a compensatory arrangement for Mr. McAfee.

Item 8.01 Other Events.

On January 22, 2026, the Board authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $80 million of its outstanding common stock. Under the Repurchase Program, share repurchases may be made from time to time in the open market, through privately negotiated transactions, or otherwise, in accordance with Delaware law and applicable securities laws and regulations, including Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

The Repurchase Program does not have a specified expiration date and does not obligate the Company to acquire any particular amount or number of shares of common stock. The timing and actual number of shares repurchased will depend on a variety of factors, including the stock price, corporate and regulatory requirements, capital availability, general business and market conditions, and alternative investment opportunities. The Repurchase Program may be modified, suspended, or discontinued by the Board at any time without prior notice.

Additional Information and Where to Find It

In connection with the special meeting of stockholders (the “Special Meeting”) to consider and vote upon amendments to the Company’s Certificate of Incorporation to decrease the number of authorized shares of preferred stock and increase the number of authorized shares of common stock (the “Charter Amendments”), the Company has filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”).

STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING AND THE CHARTER AMENDMENTS. Stockholders may obtain a free copy of the definitive proxy statement and other documents filed by the Company at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from the Company’s website at www.aemetis.com or by directing a request to Aemetis Investor Relations.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Special Meeting. Information about the Company’s directors and executive officers and their ownership of Company common stock is set forth in the Company’s definitive proxy statement for the Special Meeting, filed with the SEC on December 31, 2025. To the extent that holdings of the Company’s securities have changed since the amounts printed in the definitive proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	Aemetis, Inc.
January 28, 2026	/s/ Eric A. McAfee
	Eric A. McAfee
	Chairman and Chief Executive Officer

FAQ

What guarantee fee did Aemetis (AMTX) approve for its CEO’s affiliated entity?

Aemetis approved an annual $350,000 guarantee fee to McAfee Capital LLC, wholly owned by Chairman and CEO Eric A. McAfee. This fee compensates personal guarantees provided on certain credit facilities and debt obligations and continues the company’s historical practice of paying such guarantee fees annually.

What executive bonuses did Aemetis (AMTX) award for the prior year?

Aemetis’ committee approved discretionary cash bonuses to several executives, including $200,000 for CEO Eric A. McAfee and $125,000 each for three executive vice presidents. Another executive vice president received a $50,000 bonus, recognizing leadership and performance during the prior year.

How large is the Aemetis (AMTX) share repurchase program and how will it operate?

The board authorized a share repurchase program for up to $80 million of common stock. Repurchases may occur in open market or privately negotiated transactions and have no fixed expiration date, with timing and volume depending on market conditions and other corporate considerations.

Is Aemetis (AMTX) obligated to repurchase a specific number of shares?

No, the repurchase program does not obligate Aemetis to buy any particular amount or number of shares. The company may modify, suspend, or discontinue the program at any time, and actual repurchases will depend on factors such as stock price and capital availability.

What charter amendments are Aemetis (AMTX) stockholders being asked to approve?

Stockholders at a special meeting will vote on charter amendments to decrease authorized preferred shares and increase authorized common shares. Details are provided in Aemetis’ definitive proxy statement filed on December 31, 2025 and available on the SEC and company websites.

Where can Aemetis (AMTX) investors find more information about the special meeting and charter amendments?

Investors can access the definitive proxy statement and related documents on the SEC’s website at sec.gov and on Aemetis’ website, aemetis.com. These materials include details about the special meeting and the proposed charter amendments.